Exhibit
10.19


EMPLOYMENT
AGREEMENT


THIS AGREEMENT
is made on March 12, 2007


BETWEEN:


Ness Technologies, Inc.


A
Delaware Corporation


With
offices at Kiryat Atidim,


Tel
Aviv, Israel (the “Company”)


 


Mr. Issachar Gerlitz


Israel (the “Executive”)


WHEREAS, the Company desires to employ the Executive
as President and Chief Executive Officer of the Company and the Executive is
willing to commit himself to be employed by the Company; and


WHEREAS, the parties desire to enter into
this Agreement
setting forth the terms and conditions of the employment relationship of the
Executive with the Company;


NOW, THEREFORE, in consideration of the
premises and the mutual agreements set forth below, and intending to be legally
bound, the parties hereto hereby agree as follows:


1.             Personal Employment Agreement.  This Employment Agreement is the only
agreement, which shall govern the relations between the Company and the
Executive, and shall exclusively determine the Executive’s terms of employment
by the Company.  This Agreement shall be
binding upon the parties, and shall not be subject to any other agreements or
arrangements of any kind.


2.             Term.  The period of
employment of the Executive by the Company hereunder (the “Employment Period”)
shall commence on January 8, 2007 (the “Effective Date”) and shall end on
31.12.2009 (the “Initial Period”), provided, however, that the Employment
Period shall automatically be extended for successive one year periods (each a “Renewal
Period”) unless either of the parties shall give to the other party written
notice of its desire not to so extend the Employment Period no later than six
(6) months prior to the expiration of Initial Period or the Renewal Period, as
the case may be. The Employment Period may be terminated as described in
Sections 5  and 6.


3.             Position and Duties.


(a)            As of 16.3. 2007 and during the
Employment Period, the Executive shall serve as the President and Chief
Executive Officer (CEO) of the Company, and shall provide such other services
to the Company as he shall be requested from time to time by the Company.













(b)           The Executive agrees to devote all of
his working time and efforts to the performance of his duties for the Company.
However it is agreed that the Executive may continue the activities as shall be
agreed provided they do not interfere with the fulfillment of his duties.


(c)            The Executive’s services are
included among the positions of management and the positions requiring a
special degree of personal trust and the Company is not able to supervise the
number of working hours of the Executive. 
Accordingly, the provisions of the Hours of Work and Rest Law 1951 will
not apply to the Executive and he will not be entitled to any additional
remuneration whatsoever for his work with the exception of that specifically
set out in this Agreement.


4.             Compensation and Related Matters.


(a)            Monthly
Salary.  As compensation
for the performance by the Executive of his obligations hereunder, during the
Employment Period, the Company shall pay the Executive a monthly salary of
115,000NIS which sum shall be adjusted at the time of each payment of the
salary in accordance with the changes in the Israeli Consumer Price Index
(basic index published on January 15, 2007) (the “Monthly Salary”). It is
hereby stated that such adjustment to the CPI shall be deemed to include any
incremental cost of living addition to which the executive may become entitled
and that the Executive shall not be entitled to such additions. Once a year the
parties will review the Executive salary.


(b)           Gross
Salary.  The Monthly
Salary represents the Executive’s gross salary, and includes all of the salary
components other than as specifically indicated in this Agreement and various
supplements and benefits and/or all supplements under any law and/or expansion
order and/or any special or general collective bargaining agreement that may
apply to the relations between the Company and the Executive.  It is hereby acknowledged and agreed that all
payments to the Executive by the Company, including, without limitation, the
Monthly Salary and other benefits and payments of any kind, as provided in this
Agreement are, unless otherwise required by law (e.g. — Company’s contribution
to social insurance etc.), stated in gross figures, and there shall be deducted
therefrom all relevant taxes and/or charges that shall apply to them, at the
time of their payment, pursuant to any applicable law.


(c)           Options.  The Executive shall be entitled to options to
purchase shares of Common Stock of the Company as shall be set forth in Exhibit
A, in accordance with the terms of the option agreement, in the form
attached hereto as Exhibit A.  It
is hereby clarified that such options shall be at all times subject to the
Company’s Employee Share Option Plan and the applicable provisions of the
Israeli Tax Code and any rules and regulations promulgated thereunder.


(d)           Bonus.  Subject to the complete discretion of the
Chairperson of the Company’s Board of Directors and subject to the approval of
the Company’s Compensation Committee the Company shall pay to the Executive an
annual bonus that shall be determined by the Chairperson of the Board of
Directors, who may, if the Chairperson deems fit, in his sole discretion, set
annual targets for the Executive as the basis for determining the amount annual














bonuses payable to
the Executive. In no case shall an annual bonus more than US$250,000 (“Maximum
Bonus”). As of 1.1.2008 the bonus shall not be less than US$125,000. In the
event that the Company shall employ the Executive only during part of a fiscal
year, the bonus shall be paid in part, in proportion to that part of the fiscal
year during which the Executive was employed hereunder. All bonuses are gross
and subject to tax, payable in NIS and are not part of the Executive regular
salary. The bonus will be payable on the April salary (paid in May) for the
preceding year.


In
addition the Company shall pay the Executive a special sign up bonus of 175,000
USD$ after the completion of  7 months in
the CEO office


(e)            Expenses.
The Company shall promptly reimburse the Executive for all reasonable business
expenses incurred during the Employment Period by the Executive in performing
services hereunder, including all expenses of travel and living expenses while
traveling on business or at the request of and in the service of the Company,
provided that such expenses are incurred and accounted for in accordance with
the policies and procedures established by the Company, including the
submission to the Company of appropriate vouchers or receipts for such
expenses.


(f)            Company
Car. The Executive shall be entitled to the use of a Company
car, in accordance with the Company’s policy and as customary for executives of
the Company.  The Company shall pay all
expenses in connection with the car, and shall reimburse the Executive for all
income taxes imposed in connection with his use of the car by way of grossing
up (“GILUM”)


(g)           Managers
Insurance Policy.  During
the Employment Period, the Company shall contribute to an insurance company as
part of a Managers Insurance Policy, which shall be the property of the Company
an amount equal to 13 1/3% of the Monthly Salary (out of which 5% shall be for
provident funds and 8 1/3% shall serve to cover severance compensation). The
executive shall have the right to allocate the contribution of the
above-mentioned 13 1/3% between Managers Insurance Policy program and a Pension
fund. In the event due to applicable tax law or regulation, the executive shall
not be entitled to deduct any part of the above mentioned 13 1/3% contribution,
the executive shall have the right to receive this part of the contribution as
part of his salary (similar to the equivalent treatment of advanced study fund
(“Keren Hishtalmut”). Any tax
payable in respect of such contributions to the insurance company shall be paid
by the Executive.  The aforementioned
allocations shall be in lieu of severance pay according to the Severance Pay
Law, 1963. The policy will include irrevocable instructions of the Company for
an automatic transfer of title upon termination of employment for any reason
other than termination by the Company pursuant to Art. 5 (c) (III) below.


(h)           Disability
Insurance.  In addition to
the foregoing, during the Employment Period the Company will bear the cost of
disability insurance with an insurance company, which secures a monthly payment
to the Executive according to the policy terms. 
In any event the amount paid by the Company for such insurance shall not
exceed 2.5% of the Executive’s gross salary.


(i)             Advanced Study Fund. 
The Company shall, during the Employment Period, make monthly
contributions on behalf of the Executive to a recognized Advanced Study













Fund in an amount
equal to 7.5% of the Executive’s salary. Any tax payable in respect of such
contributions to such fund shall be paid by the Executive. In addition the
Company shall deduct 2.5% from the Executive’s salary which deduction shall
also be paid to such Fund.  All deposits
shall belong to the Executive.


(j)             Vacation.  The
Executive shall be entitled to vacation days and to compensation in respect of
earned but unused vacation days, determined in accordance with the Company’s
vacation plan (currently 24 working days per year that can be aggregated for up
to two years (up to 48 days)[“The Aggregating Period”].  Official state holidays in Israel shall not
be considered as vacation days. Within the Aggregating Period the company shall
not obligate the Executive to leave for vacation including during the Notice
Period.


(k)            Medical
Examination.  The Company
shall pay for one annual medical examination of the Executive, to be performed
at a medical center of the Executive’s choice, provided that the cost of such
examination shall not exceed the cost of a similar examination at the
Tel-HaShomer hospital.


(l)             Alternative Allocation of Payments.  At the Executive’s request, the Company shall
modify the payments and benefits set forth in this Section 4 by increasing
certain payments and benefits and decreasing others, in accordance with the
Executive’s request, provided, however, that all such modifications shall not
result in any increase to the overall cost to the Company of the Executive’s
employment (including costs in connection with future entitlements of the
Executive or his heirs).


(m)           Daily
Newspaper. The Executive shall be entitled to the “Globes”
newspaper and or a daily newspaper on the Company’s account.


(n)           Insurance
and Indemnification. The company undertakes to take all
necessary steps and actions in order to (1) include the executive under the
directors’ and officers’ insurance policy providing sufficient insurance
coverage and (2) Providing him with full indemnification. Both insurance and
indemnification shall be in full force and effect for the Term of his
employment by the company plus an additional seven years.


5.             Termination.  The Executive’s employment hereunder may be
terminated, in which case the Employment Period shall end, under the
circumstances set forth below:


(a)            Death.  The Executive’s employment hereunder shall
terminate upon his death.


(b)           Disability.  If, as a result of the Executive’s incapacity
due to physical or mental illness or injury, the Executive shall have been
absent from the performance of his duties hereunder for a period of six
consecutive months or 180 days within a one year period, the Company may
terminate the Executive’s employment hereunder for “Disability.”


(c)            Cause.  The Company may terminate the Executive’s
employment hereunder for Cause.  For
purposes of this Agreement, the Company shall have “Cause” to terminate the
Executive’s employment hereunder only upon the occurrence of any of the
following events:













(i)             The conviction of the Executive for
the commission of a felony; or


(ii)            An event constituting a material
breach of this Agreement by the Executive, including, but not limited to,
breach by the Executive of the provisions of Section 3 hereof, that has not
been fully cured within seven (7) days after written notice thereof has been
given by the Company to the Executive; or


(iii)           Serious misconduct by the Executive
(including, but not limited to, breach by the Executive of the provisions of
Section 7 hereof) that is injurious to the Company or its subsidiaries or any
other member of the Group, whether monetarily or otherwise.


(d)           Termination by the Company.
Notwithstanding the foregoing, the Company may terminate the Executive’s
employment during the Employment Period at any time for any reason whatsoever,
subject to a prior written notice delivered by the Company to the Executive,
which shall take effect as set forth in Section 6(b) below.


(e)            Termination by the Executive .  The Executive may terminate his employment
during the Employment Period hereunder, subject to a prior written notice
delivered by the Executive to the Company, which shall take effect as set forth
in Section 6(b) below.


6.                                      Termination Procedure.


(a)           Notice
of Termination.  Any
termination of the Executive’s employment by the Company or by the Executive
(other than termination pursuant to Section 5(a) hereof) shall be communicated
by written Notice of Termination to the other party hereto in accordance with
Section 9.  For purposes of this
Agreement, a “Notice of Termination” shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable details the facts and circumstances claimed to provide a
basis for termination of the Executive’s employment under the provision so
indicated.


(b)           Date of Termination.  “Date of Termination” shall mean (i) if the
Executive’s employment is terminated by his death, the date of his death, (ii)
if the Executive’s employment is terminated for Disability pursuant to Section
5(b) above, thirty (30) days after Notice of Termination, (iii) if the
Executive’s employment is terminated pursuant to Section 5(c), then six (6)
months after the delivery of Notice of Termination, except if such termination
is pursuant to Section 5(c)(i) in which case the Date of Termination shall be
the date of Notice of Termination and (iv) if the Executive’s employment is
terminated pursuant to Section 5(d), six (6) months after the delivery of
Notice of Termination in the first year of employment, nine (9) months in the
second year of employment and twelve (12) months as of the third year (v) if
the Executive’s employment is terminated pursuant to Section 5(e), six (6)
months after the delivery of Notice of Termination.  The Company shall be entitled to terminate
the employment before the Date of Termination given provided that it gives the
Executive all the benefits set forth in and subject to Section 4 above in
respect of the period through the Date of Termination.


(c)            Termination by Company for
Cause.  If the Executive’s
employment shall be terminated by the Company for Cause, then the Company shall
pay the Executive his Monthly Salary (at the rate in effect at the time Notice
of Termination is given) and all other













unpaid amounts and
benefits through the Date of Termination. 
The Company shall have no additional obligations to the Executive under
this Agreement except as set forth in this Section 6(c) and in Section 4 (n )
for an event that is not the cause of termination.


(d)           Termination by Company
without Cause.  If the
Executive’s employment shall be terminated by the Company pursuant to Section
5(d) above, then the Company shall continue to pay the Executive his Monthly
Salary (at the rate in effect at the time of the Notice of Termination) until
the Date of Termination.


(e)           Deposits to Pension Programs.  Upon
the termination of the Executive’s employment, provided that such termination
was not pursuant to Article 5 (c) (iii) above, the Executive shall be entitled
to all amounts deposited in his favor in pension programs, including payments
made for severance pay.  However in
case  the termination is following  a conviction in a felony the Executive will
lose his rights to such deposits only if and when the conviction is final and
unappealable.


7.                                       Confidential Information; Noncompetition.


(a)            Confidential
Information.  In
consideration of the Company’s agreements hereunder, and in further
consideration of the benefits accruing to the Executive hereunder, the
Executive hereby agrees that he shall not, directly or indirectly, disclose or
use at any time, either during or subsequent to the Employment Period, any
trade secrets or other confidential information, whether patentable or not, of
the Company, its subsidiaries or its affiliates now or hereafter existing,
including but not limited to, any (i) processes, formulas, trade secrets,
innovations, inventions, discoveries, improvements, research or development and
test results, specifications, data and know-how; (ii) marketing plans, business
plans, strategies, forecasts, unpublished financial information, budgets,
projections, product plans and pricing; (iii) personnel information, including
organizational structure, salary, and qualifications of employees; (iv)
customer and supplier information, including identities, product sales and
purchase history or forecasts and agreements; and (v) any other information
(collectively, “Confidential Information”), of which the Executive is or
becomes informed or aware during the Employment Period, whether or not
developed by the Executive, except (A) as may be reasonably required for the
Executive to perform the Executive’s employment duties with the Company, (B) to
the extent such information becomes generally available to the public through
no wrongful act of the Executive, (C) information which has been disclosed
without restriction as a result of a subpoena or other legal process, after
doing best efforts to give the Company the opportunity to request a suitable
protective order for such information, or (D) with the Company’s prior written
authorization.  This covenant shall
survive the termination of the Executive’s employment hereunder for a period of
three year after termination.  The
Executive agrees to execute such further agreements and/or confirmations of the
Executive’s obligations to the Company concerning non-disclosure of
Confidential Information as the Company may reasonably require from time to
time.  Upon termination of the Employment
Period, the Executive shall promptly deliver to the Company all physical and
electronic copies and other embodiments of Confidential Information.


(b)           Noncompetition
Covenant.  The Executive
agrees that at all times during the Employment Period and thereafter until the
first anniversary of the termination or expiration of the Employment Period
(the “Noncompetition Period”), the Executive shall not, except on 













behalf of the
Company or with the Company’s consent, directly or indirectly, allow his name
to be used by or Participate in any Competitive Business (as each of such terms
is defined below).  For purposes of this
Agreement, (A) the term “Participate” means to have any direct or indirect
interest, participation or involvement, whether as an officer, director,
employee, partner, sole proprietor, agent, representative, independent
contractor, consultant, franchiser, franchisee, creditor, owner, stockholder or
otherwise; provided, however, that the foregoing shall not
prevent the Executive from engaging in the activities described in Exhibit B
investing in publicly traded securities issued by any corporation, provided the
holdings thereof by the Executive do not constitute more then five percent (5%)
of outstanding shares so long as the Executive does not have any participation
in the business management of such entity; and (B) the term “Competitive
Business” means any enterprise, venture or proprietorship engaged in or which
proposes to engage in the development, manufacture, sale, licensing and/or
distribution of any information, products and/or services that are the same as
or substantially similar to information, products and/or services provided (or
in development and proposed to be provided) by any business unit or division
within the Company or the Group;


(c)            Non
Solicitation of Employees. 
The Executive recognizes that he will possess confidential information
about other executives and employees of the Company, its subsidiaries and
affiliates relating to their education, experience, skills, abilities,
compensation and benefits, and inter-personal relationships with customers of
the Company, its subsidiaries and affiliates. 
The Executive recognizes that the information he will possess about these
other employees is not generally known, is of substantial value to the Company,
its subsidiaries and affiliates in developing their businesses and in securing
and retaining customers, and has been and will be acquired by him because of
his business position with the Company, its subsidiaries and affiliates.  The Executive agrees that, during the
Employment Period and the Noncompetition Period, he will not, directly or
indirectly, solicit  or recruit any
employee of the Company or its subsidiaries (hereinafter the Group) for the
purpose of being employed by him or by any competitor of the Company or of the
Group on whose behalf he is acting as an agent, representative or employee and
that he will not convey any such confidential information or trade secrets
about other employees of the Company or the Group to any other person.


(d)           Ownership of Developments.  Any
invention, improvement, design, development or discovery conceived, developed,
created or made by Executive alone or with others, during the period of his
employment hereunder and applicable to the business of the Company, whether or
not patentable or registrable, shall become the sole and exclusive property of
the Company.  Executive shall disclose
the same promptly and completely to the Company and shall, during the period of
his employment hereunder and at any time and from time to time hereafter (i)
execute all documents requested by the Company for vesting in the Company the
entire right, title and interest in and to the same, (ii) execute all documents
requested by the Company for filing and prosecuting such applications for
patents, trademarks and/or copyrights as the Company, in its sole discretion,
may desire to prosecute, and (iii) give the Company all assistance it
reasonably requires, including the giving of testimony in any suit, action or
proceeding, in order to obtain, maintain and protect the Company’s right
therein thereto.


In the event that the Company is unable to secure the signature of
Executive on any document necessary to apply for, prosecute, obtain, or enforce
any patent, copyright, trademark or other similar right, whether due to mental
or physical incapacity or any other cause, Executive hereby irrevocably
designates and appoints the Company and each of its duly













authorized
officers, as his agent and attorney in fact, to act for and in his behalf and
stead, to execute and file any such document and to do all other lawfully
permitted acts to further the prosecution, issuance, and enforcement of
patents, copyrights, trademarks, or other rights of protection with the same
force and effect as if executed and delivered by Executive.


8.             Assignment; Successors.


As
used in this Agreement, “Company” and “Group” shall mean as defined above and
any successor (whether direct or indirect, by purchase, merger, consolation or
otherwise) to all or substantially all of the business and/or assets of the
Company or the Group or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.


                This
Agreement is a personal contract and, except as specifically set forth herein,
or by law, Executive’s rights and obligations hereunder may not be sold,
transferred, assigned, pledged or hypothecated by Executive.  This Agreement shall be binding upon
Executive, and shall inure to the benefit of his heirs, executors and
administrators, and upon the Company, its successors and assigns.


The rights and obligations of the Company hereunder
may, in whole or in part, be sold, transferred or assigned by the Company to
any affiliated or successor corporation; provided, however, that
any such transfer will not relieve the Company of its obligations hereunder.


9.             Notice.  For the
purposes of this Agreement, notices, demands and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have
been duly given when delivered or (unless otherwise specified) ten (10) days
after having been mailed by certified or registered mail, return receipt
requested, postage prepaid, addressed as follows:


If to the Executive:


3 Smadar St. Jerusalem


If to the Company:


Kiryat Atidim,Tel Aviv, Israel Att. Aharon Fogel


or
to such other address as any party may have furnished to the other in writing
in accordance therewith, except that notices of change of address shall be
effective only upon receipt.


10.           Choice of Law.  This Agreement and the legal relations between
the parties hereto shall be governed by and in accordance with the laws of the
State of Israel.


11.           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


12.           Waiver. 
Failure to insist upon strict compliance with any of the terms,
covenants or conditions hereof shall not be deemed a waiver of such term,
covenant or condition, nor shall any waiver or relinquishment of any right or
power hereunder at any one or more times be deemed a waiver or relinquishment
of such right or power at any other time or times.













13.           Miscellaneous.  No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and the Company.


14.           Validity.  The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect.  Upon
determination that any term or other provision is invalid, illegal or incapable
of being enforced, this Agreement shall be modified so as to effect the
original intent of the parties as closely as possible to the fullest extent
permitted by applicable law.


15.           Entire
Agreement.  This Agreement
sets forth the entire agreement of the parties hereto in respect of the subject
matter contained herein and supersedes all prior agreements, promises,
covenants, arrangements, communications, representations or warranties, whether
oral or written, by any officer, employee or representative of the Company or
any party hereto;  Any modifications to
this Agreement can only be made in writing signed by the Executive and an
appropriate Company Officer.


IN WITNESS WHEREOF, the parties have
executed this Agreement on the date first above written.


	
  

  	
   

  	
  Ness Technologies, Inc.

  
	
   

  	
   

  	
   

  
	
  DATE: March 12,
  2007

  	
   

  	
  BY:

  	
  /s/ AHARON FOGEL

  
	
   

  	
   

  	
  Name:

  	
  Aharon Fogel

  
	
   

  	
   

  	
  Title:

  	
  Chairman of the
  Board

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ ISSACHAR GERLITZ

  
	
   

  	
   

  	
  Name:

  	
  Issachar Gerlitz

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Executive

  
	
   

  	
   

  	
   

  
	
  DATE: March 12,
  2007

  	
   

  	
   

  	
  /s/ ISSACHAR GERLITZ

  
	
   

  	
   

  	
   

  	
  Issachar Gerlitz

  
							



 


 


















EXHIBIT
A


Executive Option
Agreement













NESS
TECHNOLOGIES INC.


OPTION
AGREEMENT


Made as of the 12day
of March, 2007


	
  BETWEEN:

  	
   

  	
  Ness Technologies Inc., a Delaware Corporation

  
	
   

  	
   

  	
  having offices at Kiryat
  Atidim, Tel Aviv, Israel

  
	
   

  	
   

  	
  (hereinafter, the “Company”)

  
	
   

  	
   

  	
   

  	
  on the
  one part

  
	
  AND:

  	
   

  	
  Name: Issachar Gerlitz

  
	
   

  	
   

  	
  I.D. No.051741270

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (hereinafter the “Optionee”)

  
	
   

  	
   

  	
   

  	
  on the
  other part

  
					



 


WHEREAS                                 The
Company is in the process of drafting and finalizing the 2007 option plan that
will be brought for approval to the Company’s Board of Directors and to the
Company’s stockholders at the upcoming stockholders meeting and which will, in
the relevant aspects, not differ materially from the Company’s 2003 Israeli
Share Option Plan (the “ISOP”) attached
as Exhibit A hereto, forming an
integral part hereof, and such new 2007 option plan, once approved (the “2007
Plan”), will replace the ISOP and will be attached hereto as Exhibit A; and -


WHEREAS                                 The
Company intends, subject to the approval of the Board, (to grant to the
Optionee Options to purchase Shares of the Company under the 2007 Plan, and the
Optionee has agreed to receive such grant, subject to all the terms and
conditions as set forth in the 2007 Plan and as provided herein.


NOW, THEREFORE,
it is agreed as follows:


1.         Preamble
and Definitions


1.1                                           The preamble to this
agreement constitutes an integral part hereof.


1.2                                           Unless otherwise
defined herein, capitalized terms used herein shall have the meaning ascribed
to them in the ISOP and, once the 2007 Plan is approved as required by
applicable law, the meaning ascribed to them or to equivalent terms in the 2007
Plan.


1.3                                           Once the 2007 Plan is
approved as required by applicable law, all references to sections in the ISOP
or to the ISOP will be deemed to be replaced by references to the comparable
sections of the 2007 Plan or to the 2007 Plan.


2.         Grant
of Options













2.1                                           The Company hereby
grants the Optionee the number of Options set forth in Section 1 of Exhibit B attached hereto and forming
an integral part hereof (the “Options”), each Option  shall be exercisable for one common share of
the Company, par value 0.01$ per share, taken from the total number of shares
reserved for purposes of the 2007 Plan in the Company’s authorized capital (the
“Shares”), at a price per
Share set forth in Section 2 of such Exhibit B (the “Purchase Price”), on the terms and subject
to the conditions hereinafter provided.


                                                          The Option Price is
stated and will be paid in U.S. dollars.


2.2                                           The Optionee is aware
that the Company intends to issue additional shares, options and other
instruments convertible into shares in the future to various entities and
individuals, as the Company in its sole discretion shall determine.


3.      Period of Options and Conditions of
Exercise


3.1                                           The term of this
Option Agreement shall commence on the date hereof (the “Date of Grant”) and shall terminate at the
Expiration Date (as defined in Section 2.12 in the ISOP and as set forth in
Section 3 of Exhibit
B),
or at any other time at which the Options expire pursuant to the terms of the
ISOP or pursuant to this Option Agreement.


3.2                                           Once vested in
accordance with Exhibit
B,
Options may be exercised by the Optionee in whole or at any time or in part
from time to time,  prior to the
Expiration Date, and provided that, subject to the provisions of Section 10.5
of the ISOP, the Optionee is an employee or providing services to the Company
or any of its Affiliates at all times during the period beginning with the
granting of the Options through the relevant vesting date and ending upon the
date of exercise.


3.3                                           The Options may be
exercised only to purchase whole Shares, and in no case may a fraction of a
Share be purchased. If any fractional Shares would be deliverable upon
exercise, such fraction shall be rounded up to the nearest whole number in the
event it equals one-half or more, or otherwise rounded down, to the nearest
whole number.


3.4                                           The vested Options, to
the extent not previously fully exercised, will be redeemable as described in Exhibit B upon receipt by the Company
of a written request by the Optionee.


4.                            Change of Control


Notwithstanding anything to the contrary in Section 9.5 of
the ISOP and in addition thereto, in the event of a Change in Control as
described in Section 9.5 of the ISOP, the following shall occur:


4.1                                         Vesting
Dates shall be accelerated so that any unvested Option shall be immediately
vested in full as of the date which is ten (10) days prior to the effective
date of the Change in Control, and the Committee shall notify the  













                                                          Optionee
that the unexercised Options are fully exercisable for a period of ten (10)
days from the date of such notice, and that any unexercised Options shall
terminate upon the expiration of such period


4.2                                           The Optionee shall be entitled to receive the Additional
Payment, as set forth in Exhibit B.


5.         Vesting;
Period; Expiration


Subject to the provisions of the ISOP, Options shall vest
and become exercisable according to the Vesting Dates set forth in Exhibit B hereto.


All unexercised and unredeemed Options granted to the
Optionee shall terminate and shall no longer be exercisable on the Expiration
Date, as set forth in Exhibit
B hereto
and as described in Section 2.12 of the ISOP.


6.         Exercise
of Options


6.1                                           Options
may be exercised in accordance with the provisions of Section 10.1 of the ISOP.


6.2                                           In
order for the Company to issue Shares upon the exercise of any of the Options,
the Optionee hereby agrees to sign any and all documents required by any
applicable law and/or by the Company’s incorporation documents. The Optionee
further agrees that in the event that the Company and its counsel deem it
necessary or advisable, in their sole discretion, the issuance of Shares may be
conditioned upon certain representations, warranties, and acknowledgments by
the Optionee.


6.3                                           The
Optionee acknowledges that the Company may transfer the administration of the
options system to an independent contractor at its discretion (and he
undertakes to follow the rules and practices of such contractor regarding the
exercise of his options (currently Tamir Fishman).


6.4                                           The
Company shall not be obligated to issue any Shares upon the exercise of an
Option if such issuance, in the opinion of the Company, might constitute a
violation by the Company of any provision of law.


6.5                                            Each
Option shall be subject to the further requirement that, if at any time the
Board (or the Committee) shall determine in its sole discretion that the
consent or approval of any governmental regulatory body, is necessary as a
condition of, or in connection with, the granting of such Option or the
issuance of Shares thereunder, such Option may not be exercised in whole or in
part, unless such consent or approval shall have been affected or obtained free
of any conditions not acceptable to the Board or the Committee.













7.         Restrictions
on Transfer of Options and Shares


7.1                                           Notwithstanding
anything to the contrary set forth in the ISOP or herein, the Company intends
to use its best efforts to register the Shares underlying the Options pursuant
to the Securities Act of 1933 using a registration statement on Form S-8.
However, even following the effectiveness of such registration, the transfer of
Options and the transfer of Shares to be issued upon exercise of the Options
shall remain subject to various other limitations set forth in the ISOP and in
the Company’s incorporation documents, in any shareholders’ agreement to which
the holders of ordinary shares of the Company are bound or in or in any
applicable law including securities law of any jurisdiction.


This Section shall not constitute an undertaking by
the Company to register the Shares as aforementioned within a certain period of
time and the Board may choose to postpone or otherwise delay the registration
if, in its sole discretion, such delay or postponement is advisable to the
Company.


7.2           With
respect to any Approved 102 Option, subject to the provisions of Section 102 of
the Income Ordinance (New Version), 1961, and any rules or regulation or orders
or procedures promulgated thereunder, an Optionee shall not sell or release
from trust any Share received upon the exercise of an Approved 102 Option
and/or any share received subsequently following any realization of rights,
including without limitation, bonus shares, until the lapse of the Holding
Period required under Section 102 of the Ordinance. Notwithstanding the above,
if any such sale or release occurs during the Holding Period, the sanctions
under Section 102 of the Ordinance and under any rules or regulation or orders
or procedures promulgated thereunder shall apply to and shall be borne by such
Optionee.


7.3                                           With
respect to Unapproved 102 Option, if the Optionee ceases to be employed by the
Company or any Affiliate, the Optionee shall extend to the Company and/or its
Affiliate a security or guarantee for the payment of tax due at the time of
sale of Shares, all in accordance with the provisions of Section 102 and the
rules, regulation or orders promulgated thereunder.


7.4                                           The
Optionee acknowledges that in the event additional shares of the Company shall
be registered for trading in any public market, the Optionee’s right to sell
Shares may be subject to limitations (including a lock-up period), as will be
requested by the Company or its underwriters, and the Optionee unconditionally
agrees and accepts any such limitations.


The Optionee acknowledges that in order to enforce the
above restriction, the Company may impose stop-transfer instructions with
respect to the exercised Shares.


7.5                                           The
Optionee shall not dispose of any Shares in transactions which violate, in the
opinion of the Company, any applicable laws, rules and regulations or any lock
up imposed by the Company.













7.6                                           The
Optionee agrees that the Company shall have the authority to imprint upon the
certificate or certificates representing the Shares such legends referring to
the foregoing restrictions, and any other applicable restrictions as it may
deem appropriate (which do not violate the Optionee’s rights according to this
Option Agreement).


7.7                                           The
Company intends to register the Shares underlying the Options on a Form S-8 to
be filed with the Securities and Exchange Commission pursuant to the U.S.
Securities Act of 1933, as amended.


7.8                                           With
respect to any person subject to the reporting requirements of Section 16(a) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “Reporting
Person”), transactions under the ISOP are intended to comply with all
applicable conditions of Rule 16b-3 under the Exchange Act.  To the extent any provision of the ISOP or
any action by an authority under the ISOP fails to so comply, such provision or
action shall, without further action by any person, be deemed to be
automatically amended to the extent necessary to effect compliance with Rule
16b-3, provided that if such provision or action cannot be amended to effect
such compliance, such provision or action shall be deemed null and void, to the
extent permitted by law and deemed advisable by the appropriate authority.  Each Option to a Reporting Person under the
ISOP shall be deemed issued subject to the foregoing qualification.


 8.        Taxes; Indemnification


8.1                                           Any
tax consequences arising from the grant or exercise of any Option, from the
payment for Shares covered thereby, from the redemption of the Options, from
the payment of the additional payment as set forth in Section 4 herein or from
any other event or act (of the Company and/or its Affiliates, the Trustee or
the Optionee), hereunder, shall be borne solely by the Optionee. The Company
and/or its Affiliates and/or the Trustee shall withhold taxes according to the
requirements under the applicable laws, rules, and regulations, including
withholding taxes at source. Furthermore, the Optionee hereby agrees to
indemnify the Company and/or its Affiliates and/or the Trustee and hold them  harmless against and from any and all
liability for any such tax or interest or penalty thereon, including without
limitation, liabilities relating to the necessity to withhold, or to have
withheld, any such tax from any payment made to the Optionee.


8.2                                         The Optionee
will not be entitled to receive from the Company and/or the Trustee any Shares
allocated or issued upon the exercise of Options prior to the full payments of
the Optionee’s tax liabilities arising from Options which were granted to him
and/or from the Shares issued upon the exercise of Options. For the avoidance
of doubt, neither the Company nor the Trustee shall be required to release any
share certificate to the Optionee until all payments required to be made by the
Optionee have been fully satisfied.













8.3                                           The
receipt of the Options and the acquisition of the Shares to be issued upon the
exercise of the Options may result in tax consequences. THE OPTIONEE IS ADVISED
TO CONSULT A TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.


8.4                                           With
respect to Approved 102 Options, the Optionee hereby acknowledges that he is
familiar with the provisions of Section 102 and the regulations and rules
promulgated thereunder, including without limitations the type of Option
granted hereunder and the tax implications applicable to such grant. The
Optionee accepts the provisions of the trust agreement, attached as Exhibit C hereto, and agrees to be bound by
its terms.


8.5                                           The
Optionee hereby acknowledges that the special tax treatment afforded to him
pursuant to Section 102 and the regulations and rules promulgated thereunder,
if any, shall not apply to the
redemption or the additional payment provided for in Section 4 herein and on Exhibit B hereto.


9.                  Miscellaneous


9.1                                           No Obligation to Exercise Options. The grant and acceptance of these Options imposes no obligation on the Optionee to
exercise any or all of the Options.


9.2                                           Confidentiality.  The
Optionee shall regard the information in this Option Agreement and its exhibits
attached hereto as confidential information and the Optionee shall not reveal its contents to anyone except when
required by law or for the purpose of gaining legal or tax advice.


9.3                                           Continuation of Employment or Service. 
Neither the ISOP nor this Option Agreement shall impose any obligation
on the Company or an Affiliate
to continue the Optionee’s employment or service and nothing in the ISOP or in
this Option Agreement shall confer upon the Optionee any right to continue in
the employ or service of the Company and/or an Affiliate or restrict the right
of the Company or an Affiliate to terminate such employment or service at any
time.


9.4                                           Entire Agreement. Subject to the provisions of the ISOP, to
which this Option Agreement is subject, this Option Agreement, together with
the exhibits hereto, constitute the entire agreement between the Optionee and
the Company with respect to Options granted hereunder, and supersedes all prior
agreements, understandings and arrangements, oral or written, between the
Optionee and the Company with respect to the subject matter hereof.


9.5                                           Failure to Enforce - Not a Waiver. The failure of any party to enforce at any
time any provisions of this Option Agreement or the ISOP shall in no way be
construed to be a waiver of such provision or of any other provision hereof.













9.6                                           Provisions
of the ISOP. The Options provided for herein are granted pursuant to the
ISOP and said Options and this Option Agreement are in all respects governed by
the ISOP and subject to all of the terms and provisions of the ISOP.


Any interpretation of this Option Agreement will be
made in accordance with the ISOP but in the event there is any contradiction
between the provisions of this Option Agreement and the ISOP, the provisions of
the Option Agreement will prevail.


9.7                                           Binding
Effect. The ISOP and this Option Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties hereof.


9.8                                           Notices.
All notices or other communications given or made hereunder shall be in writing
and shall be delivered or mailed by registered mail or delivered by email or
facsimile with written confirmation of receipt to the Optionee and/or to the
Company at the addresses shown on the letterhead above, or at such other place
as the Company may designate by written notice to the Optionee. The Optionee is
responsible for notifying the Company in writing of any change in the Optionee’s
address, and the Company shall be deemed to have complied with any obligation
to provide the Optionee with notice by sending such notice to the address
indicated below.


	
  Company’s Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: Ilan Rotem

  	
   

  	
  Hadas Halbreich

  
	
  Position:
  Secretary & General Counsel

  	
   

  	
  Compensation and Benefits Manager

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
						



 


I, the undersigned, hereby acknowledge receipt of a
copy of the ISOP and accept the Options subject to all of the terms and
provisions thereof. I have reviewed the ISOP and this Option Agreement in its
entirety, have had an opportunity to obtain the advice of counsel prior to
executing this Option Agreement, and fully understand all provisions of this
Option Agreement. I agree to notify the Company upon any change in the
residence address indicated above. I am aware that the Options granted to me
are intended to be granted pursuant to the terms of the 2007 Plan.


	
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date

  	
   

  	
  Optionee’s Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attachments:

  	
  Exhibit
  A:

  	
   

  	
  Ness Technologies Inc. 2003 Israeli Share Option
  Plan (to be 

  	
   

  
	
   

  	
   

  	
   

  	
  replaced by the 2007 option plan)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Exhibit
  B:

  	
   

  	
  Terms of the Option

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Exhibit
  C:

  	
   

  	
  Trust Agreement

  	
   

  
									



 


 


















EXHIBIT
B

Terms of the Option


 


	
  1. Number of Options
  granted:

  	
   

  	
  250,000

  	
   

  
	
  2. Price per Share:

  	
   

  	
  NASDAQ closing price on March 15, 2007

  	
   

  
	
  3. Expiration Date:

  	
   

  	
  31.12.2011

  	
   

  
	
  4. Date of Grant:

  	
   

  	
  Upon the approval by the Company’s shareholders

  	
   

  
	
  5. Vesting and Exercise dates as follows:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


	
  Percentage of the Optionee’s total number
  of Options

  	
   

  	
   

  	
  Vesting Date

  	
   

  
	
  33 1/3%

  	
   

  	
   

  	
  16.3.2008

  	
   

  
	
  33 1/3%

  	
   

  	
   

  	
  16.3.2009

  	
   

  
	
  33 1/3%

  	
   

  	
   

  	
  16.3.2010

  	
   

  



 


	
  6. Change of Control

  	
   

  	
  In case of Change of Control before 31.12.08 the
  Optionee will be entitled to a gross cash grant equal to the difference
  between the gross consideration paid (in cash or in kind) for each share in
  the Change of Control event and the exercise price multiplied by the number
  of options vested on or before the Change of Control according to this Option
  Agreement.

  	
   

  



 


	
  Signatures

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The Optionee

  	
   

  	
  the Company